Each one in plain English, with the numbers worked through for a shareholder.
8 Apr 2024material agreement▼ BadMajor
Opened a new, much smaller and far harsher note -- $184,500 gross, a $211,500 face amount (13% OID), 12% interest -- convertible at the lower of 25% of market price or a $0.07117 floor, reflecting how much tougher its financing terms had become in just months.
CEO Michael Peterson personally lent the company $125,000 (10% interest, due September 2024) and had the vesting of 1,000,000 of his own restricted shares accelerated as extra consideration -- the company's first insider loan.
Received a NYSE American notice for falling out of compliance with the exchange's minimum-price listing standard; trading continued under a compliance plan due by August 26, 2024.
Amended the October note again, cutting its conversion floor from $0.35 to $0.15 and issuing 2,395,611 more shares in lieu of a cash payment -- deepening dilution just four months after the original financing.
Took an option (from Heavy Sweet Oil LLC) to acquire up to 20% of production from 960 acres of long-developed Uinta Basin, Utah oil leases -- a $5 million, three-well development plan -- and, per this filing, Heavy Sweet struck a parallel deal with Lafayette Energy Corp, a company where Trio's own CEO Michael Peterson also serves as CEO; funded $200,000 toward the option in a December 2023 amendment.
Closed the second tranche of October's note financing, but only after cutting the conversion and warrant prices from $1.20 to $0.50 -- a $550,000 note plus 445,561 warrants at the new price, another sign of a falling stock.
Agreed to buy a 21.9% undivided interest in the McCool Ranch Oil Field from Trio Petroleum LLC -- a company owned by Trio's own Chairman, President and COO -- for $100,000 upfront plus up to $400,000 more if a water-disposal-well refurbishment succeeds; the deal was reviewed and negotiated by an independent Special Acquisitions Committee with the insiders recused.
Opened its first convertible note financing -- up to $3.5 million in two tranches -- funding the first ($2 million note, $1.86 million net after 7% OID) alongside a warrant on 866,702 shares at $1.20, both priced at $1.20/share.
Got the last of the six pre-IPO warrant holders to exercise too, but only by cutting the price all the way to $0.11/share (from $1.03) on a cashless basis -- a sign the stock had already fallen sharply just five months after the IPO.
Persuaded 5 of 6 holders of its pre-IPO (January 2022) warrants to exercise early by cutting the exercise price from $1.03 to $0.80 and boosting the share count 25% -- raising about $1.96 million.
Signed a drilling contract with Ensign United States Drilling to drill and complete the HV-1 confirmation well at Presidents Oilfield (part of the flagship South Salinas Project), ~$18,250/day, starting May 3, 2023; also hired Apollo Shareholder Relations for investor communications.
Completed its IPO on NYSE American (ticker TPET): 2,000,000 shares at $3.00 via underwriter Spartan Capital Securities, with a 45-day over-allotment option on 300,000 more, a 7.5% underwriting discount, and a representative's warrant on 115,000 shares -- proceeds earmarked for drilling wells.